Mergers et al–Issues, Implications and Case Law in Corporate Restructuring

India is perhaps the fastest growing economy in the world and the present government has visioned to make it a $5 trillion economy within the next few years. Lately, significant foreign investment has flowed in and many large transactions, like the acquisition of Flipkart by Walmart, have taken place. Realising the need to update the regulatory framework, enabling corporate acquisitions and restructuring, the government has been proactively modernising laws and regulations. The enactment of the Companies Act, 2013 and the Insolvency and Bankruptcy Code are but two examples.

Coupled with this, legal jurisprudence on corporate restructuring has been rapidly developing. Further, the advent of The National Company Law Tribunal, dealing with corporate schemes and insolvency cases, has added a new dimension to this evolution. A lot of water has flowed since the last edition of Mergers et al. The present edition has been significantly updated to ensure that the reader can use this volume as a one stop shop to find answers to almost all possible issues on the subject and does not feel the necessity to refer to any other book.

Key Features:

• Unique and noteworthy aspects from the earlier editions such schemes and examples, that have stood the test of time, have been retained.
• The addition of rules, practices and precedents relevant to secretarial practices has been brought in to address the need of practitioners, as a ready reference.
• The new accounting standards have made far-reaching changes to corporate reporting and sufficient material has been provided to help the reader contextualise the same in restructuring exercises.
• Another new phenomenon has been the merger of offshore entities into Indian companies. Topical case studies on this will help a reader looking for solutions in this space.
• Recently initiated steps by the government to strengthen weaker banks through consolidation have been explained in detail through analyzing the cases of Dena Bank and Bank of Baroda.
• Major changes under Income Tax law and the implications of Anti-Avoidance Rules have been extensively dealt with.

New to this Edition:

• Up to date with latest case law from varied sources
• Discussion supplemented with novel case studies such as Horlicks brand acquisition by HUL, Diageo’ s acquisition of USL, Mindtree Chairman’s letters to employees et al
• Discusses key topics including provisions of the Companies Act, tax issues, accounting issues, secretarial issues, along with novel case studies
• Also includes comment on reduction of capital and buy back of shares
• Highlights all relevant provisions that need to be looked into while embarking on the task of restructuring companies
• While analyzing cases, new arguments raised by advocates and the corresponding decision by judges is discussed in tabular form